Heritage Financial Group, Inc. Completes Second Step Conversion and $65.9 Million Stock Offering
November 30 2010 - 10:12AM
Business Wire
Heritage Financial Group, Inc. (the "Company") (NASDAQ: HBOSD),
the holding company for HeritageBank of the South (the "Bank"),
announced today that it has completed the conversion from a mutual
holding company structure and the related public stock offering and
is now a stock holding company that is 100% owned by public
stockholders. The Company sold a total of 6,591,756 shares of
common stock in the subscription, community and syndicated
offerings, including 327,677 shares to the Heritage Financial Group
employee stock ownership plan.
The Company also announced that the prior holding companies for
the Bank, Heritage MHC and Heritage Financial Group ("Old
Heritage") have ceased to exist and that all outstanding shares of
Old Heritage common stock (other than those owned by Heritage MHC)
have been converted into the right to receive 0.8377 shares of
Company common stock. In this stock exchange, cash in lieu of
fractional shares will be paid at a rate of $10.00 per share. As a
result of the conversion, offering and exchange, the Company will
have approximately 8,710,640 shares outstanding and a market
capitalization of approximately $87.1 million, based on the
public offering price of $10.00 per share.
The shares of common stock sold in the offering and issued in
the exchange will begin trading on the NASDAQ Global Select Market
on November 30, 2010, under the symbol HBOSD for a period of 20
trading days. Thereafter, the trading symbol will be HBOS. Stock
certificates for shares purchased in the subscription offering and
community offering are expected to be mailed to subscribers on or
about November 30, 2010. Syndicated offering subscribers and Old
Heritage shareholders that hold their shares in street name or in
book-entry form will have shares of the Company deposited directly
to their accounts. Old Heritage shareholders holding shares in
certificated form will be mailed a letter of transmittal on or
about December 1, 2010, and receive their shares of Company common
stock and cash in lieu of fractional shares after returning their
stock certificates and a properly completed letter of transmittal
to the Company's transfer agent. Old Heritage stock certificates
became void upon completion of the conversion.
Keefe, Bruyette & Woods, Inc. acted as selling agent for the
subscription and community offering. Keefe, Bruyette & Woods,
Inc. also acted as sole book-running manager and Sterne, Agee &
Leach, Inc. acted as co-manager for the syndicated offering. Silver
Freedman & Taff, L.L.P. acted as legal counsel to the Company
and Old Heritage in connection with the conversion, offering and
exchange. Malizzia Spidi & Fisch, PC acted as counsel to Keefe,
Bruyette & Woods, Inc. for the conversion, offering and
exchange. Feldman Financial Advisors, Inc., served as independent
appraiser for the conversion, offering and exchange.
This release may contain certain "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, and may be identified by the use of such words as
"believe," "expect," "anticipate," "should," "planned,"
"estimated," and "potential." Examples of forward looking
statements include, but are not limited to, estimates with respect
to the financial condition, results of operations and business of
Heritage Financial Group, Inc. and HeritageBank of the South that
are subject to various factors which could cause actual results to
differ materially from these estimates. These factors include, but
are not limited to, general economic and market conditions,
legislative and regulatory conditions, changes in interest rates
that affect HeritageBank of the South's interest rate spread,
changes in deposit flows, loan demand or real estate values and
other economic, governmental, competitive, regulatory and
technological factors that may affect the operation of Heritage
Financial Group, Inc. and HeritageBank of the South.
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